China Practice Brochure

CHINA
PRACTICE
dwpv.com
Our Transactions
Most of our China-related transactions are confidential. However, the following are matters of public record:
National United Resources
Holdings Limited
investment in
acquisition of
中国机械设备工程有限公司
investment in
investment in
Waterloo Ontario student
residence project
US$2.6 billion
$182.2 million
Davies represented
National United Resources
Holdings Ltd.
Davies represented China
Machinery Engineering Corp
Davies represented AMC
Entertainment Inc.
Davies represented Hebei Iron
& Steel Group Co., Ltd
and
acquisition of
acquisition of
acquisition of
Beaver Brook
Antimony Mine Inc.
$679 million
$1.33 billion
US$29.5 million
Davies represented Tongling
Nonferrous and China Railway
Construction
Davies represented
Minmetals Resources Limited
Davies represented Hunan
Nonferrous Metals
and
and
acquisition of
acquisition of
acquisition of
acquisition of
$80 million
$455 million
$214 million
Davies represented Industrial
and Commercial Bank
of China Limited
Davies represented
Jinduicheng Molybdenum
and Northwest Nonferrous
investment in
Davies represented Yunnan
Metallurgical Group
Davies represented
China Minmetals and
Jiangxi Copper
Davies represented
Jinchuan Group
investment in
investment in
Davies represented
Baosteel Resources
International Co., Ltd.
Davies represented
Minmetals Exploration &
Development Co., Ltd.
Our China Practice
We have been active in China since 1970, providing legal counsel to the Chinese government, state-owned
enterprises and other Chinese businesses on a wide range of matters. Our Chinese clients trust us to help them
complete their most important business transactions and investments, and today we have one of Canada’s
leading China practices.
Our Chinese clients regularly engage us to advise them on public company takeover bids, acquisitions of private
companies, minority investments in public companies and joint ventures, including advice on all related due diligence, environmental, tax, foreign investment approvals, employment, litigation and other legal issues they
need to consider when making investments in Canada and internationally.
Meet Our China Team
Our China team regularly visits Beijing, Shanghai, Hong Kong, and other cities in China. If you are interested in
meeting with us or would like to arrange for a presentation by us on Canadian and international legal issues,
please contact:
D. Shawn McReynolds
Peter Mendell
Patricia Olasker
Franziska Ruf
Sébastien Roy
Managing Partner
Toronto, Ontario
smcreynolds@dwpv.com
Tel: +1 416.863.5538
Partner
Montréal, Québec
pmendell@dwpv.com
Tel: +1 514.841.6413
Partner
Toronto, Ontario
polasker@dwpv.com
Tel: +1 416.863.5551
Partner
Montréal, Québec
fruf@dwpv.com
Tel: +1 514.841.6480
Partner
Montréal, Québec
sroy@dwpv.com
Tel: +1 514.841.6493
Cameron M. Rusaw
Mindy Gilbert
Richard Fridman
Jean Li
Partner
Toronto, Ontario
crusaw@dwpv.com
Tel: +1 416.863.5555
Partner
Toronto, Ontario
mgilbert@dwpv.com
Tel: +1 416.367.6907
Partner
Toronto, Ontario
rfridman@dwpv.com
Tel: +1 416.367.7483
China Representative
Beijing, China
jli@dwpv.com
Tel: +86 139 0120 6229
About Davies
Davies Ward Phillips & Vineberg LLP is an integrated firm of approximately 240 lawyers with offices in Toronto,
Montréal and New York. The firm is focused on business law and is consistently at the heart of the largest and
most complex commercial and financial matters on behalf of its clients in Canada and internationally.
Recognition
Davies is internationally recognized by clients, peers and third-party ratings agencies as a leading firm.
Recent achievements include :
„„ Recognized as one of Canada’s leading law firms by Chambers and Partners in its annual publication,
Chambers Global: The World’s Leading Lawyers for Business. In the 2016 rankings, 38 Davies lawyers received
Chambers’ prestigious rankings and the firm was profiled in 12 practice areas.
„„ Recognized as a leading law firm by Chambers Canada. In the 2016 rankings, 50 Davies lawyers received
Chambers’ prestigious rankings and the firm was profiled in 21 practice areas.
„„ The 2015 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada named Davies the leading
corporate transactions firm in Toronto and in Montréal, relative to firm size.
Davies Representative Sample of Recent China
Experience
„„ Acting as Canadian counsel for National United Resources Holdings Limited, a Hong Kong-based public
company listed on the main board of the Stock Exchange of Hong Kong (SEHK), in connection with its
acquisition of a 29.95% interest in SouthGobi Resources Limited, a TSX and SEHK-listed integrated coal
mining, development and exploration company operating in Mongolia. The interest was purchased from
Turquoise Hill Resources Ltd. in reliance on the private agreement exemption under the Canadian takeover
bid regime.
„„ Acting for China Machinery Engineering Corporation (CMEC) in connection with its transaction with JD
Developments for the Phillip Street, Waterloo Ontario student residence project.
„„ Acted as Canadian counsel to AMC Entertainment Inc. in the US$2.6-billion acquisition of AMC by Beijingbased Dalian Wanda Group Co.
„„ Acted for Hebei Iron & Steel Group Co., Ltd. in connection with its strategic investment in Alderon Iron Ore
Corp. and its Kami iron ore project.
„„ Acted for Minmetals Exploration & Development in connection with its acquisition on a $1.33 billion offer
to acquire the outstanding shares of Anvil Mining Limited, a Canadian company headquartered in Perth,
Australia, with mining operations in the Democratic Republic of Congo.
„„ Acted for Minmetals Exploration & Development in connection with its acquisition, on a private placement
basis, of 5% of the issued and outstanding shares of Century Iron Mines Corporation and related offtake
arrangements for iron ore produced from Century’s Duncan Lake Property.
„„ Acted for Baosteel Resources International Co., Ltd., part of The Baosteel Group and one of the largest
steel producers in China and worldwide, in connection with its investment in Noront Resources Ltd., by way of
a private placement.
„„ Acted for Minmetals Resources Limited, a Hong Kong-listed company controlled by China Minmetals, in
connection with its proposed $6.3-billion all-cash unsolicited takeover bid (subsequently withdrawn) for
Equinox Minerals Limited.
„„ Acted for Neucel Specialty Cellulose Ltd., one of the world’s top suppliers of specialty cellulose woodpulp,
in connection with its sale to Fulida Group Holding Ltd., an integrated textile manufacturer headquartered in
Hangzhou Bay, China.
„„ Acted for Tongling Nonferrous Metals Group Holdings Co. Ltd., China’s second largest copper cathode
producer, and China Railway Construction Corporation Limited, one of the largest integrated construction
enterprises in the world, in connection with their joint acquisition of Corriente Resources Inc. Corriente is
a Canadian resource company focused on advanced exploration and development of copper resources in
Ecuador.
„„ Acted for Hong Kong Stock Exchange-listed Hunan Nonferrous Metals Corporation Ltd., the largest
antimony company in China, in its acquisition of Beaver Brook Antimony Mine Inc. located in central
Newfoundland and Labrador. The Beaver Brook Mine is the only operating antimony mine in North America,
and is one of the world’s largest antimony deposits outside China and South Africa.
„„ Acted for Industrial and Commercial Bank of China Limited, a leading global bank headquartered in China,
in its acquisition of The Bank of East Asia (Canada), a Canadian chartered bank.
„„ Acted for Neucel Specialty Cellulose Ltd. and Wellspring Capital in connection with the financing of a pulp
mill in Port Alice, British Columbia and a strategic investment by Fulida Group Holding Co., Ltd., an integrated
textile manufacturer in China.
„„ Acted for Khan Resources Inc., a uranium exploration and development company focused on Mongolia, in
connection with the successful defense of a hostile takeover bid by JSC Atomredmetzoloto, a Russian stateowned enterprise, and acted for Khan Resources Inc. in connection with the “white knight” negotiated offer
by way of a takeover bid by CNNC Overseas Uranium Holding Ltd., an indirect wholly owned subsidiary of
China National Nuclear Corporation.
„„ Acted for Jinduicheng Molybdenum Group and Northwest Non-Ferrous International Investment
Company in their successful acquisition of 100% of the shares of Yukon Zinc Corporation by way of a plan of
arrangement valued at $104 million. This transaction resulted in the acquisition of the Wolverine zinc-silvercopper-lead-gold project in Yukon, Canada, the first mine in Canada constructed and developed by a Chineseowned company.
„„ Acted for Jinchuan Group, China’s largest producer of nickel, cobalt and platinum group metals and a major
producer of copper, in its successful $214-million takeover bid for 100% of the shares of Tyler Resources Inc.
Jinchuan’s successful offer was fully supported by Tyler’s board of directors and defeated a hostile offer made
by a competing bidder.
„„ Acted for China Minmetals and Jiangxi Copper Company Ltd. in their successful $455-million takeover bid
for 100% of the shares of Northern Peru Copper. China Minmetals and Jiangxi Copper acquired the Galeno
copper project in Peru as a result of this transaction.
„„ Acted for Yunnan Metallurgical Group in connection with its investment in Ivernia Inc., a TSX-listed company
which owns and operates the Magellan Lead Mine (now known as Paroo Station) in Western Australia.
„„ Acted for Northwest Geological Exploration and Mining Bureau for Non-Ferrous Metals of the People’s
Republic of China (NWME) with respect to a joint venture between Yukon-Nevada Gold Corp. and Northwest
Non-Ferrous International Investment Company Limited, a Chinese investment company 100% owned by
NWME, to form a new Canadian company.
„„ Acted for PetroKazakhstan Inc., a Canadian-listed energy company, in its US$4.18-billion acquisition by China
National Petroleum Corporation by way of negotiated takeover bid.
Our Core Practice Areas
MINING & NATURAL RESOURCES
Davies has acted in some of the most complex M&A transactions that have shaped the mining industry
worldwide. Our clients include many of the largest Canadian and international mining companies, junior
and mid-size producers and exploration and development companies. On the finance side, we also act for
investment banks, lenders and other parties that support mining companies in raising capital.
Our mining-related experience and expertise include public and private M&A, securities offerings, private
placements, strategic investments and project finance, stock exchange listings and reverse takeovers,
purchases and sales of mining properties, joint ventures, strategic alliances, earn-ins, property options, general
securities law matters such as governance, disclosure and compliance, legal risk assessment, dispute resolution
and litigation, investor protection agreements and political risk insurance, Canadian and international tax
planning, environmental and aboriginal matters, and offtake agreements and royalty stream and other
commodity monetization arrangements.
ENVIRONMENTAL AND ABORIGINAL
Davies has one of the leading Environmental practices in Canada with expertise to advise clients on local,
national and international matters. Our environmental practitioners work closely with the firm’s transaction
teams, evaluating and addressing environmental liabilities in a variety of circumstances including financings,
public offerings, mergers and insolvencies. Our lawyers also routinely advise in complex environmental
arbitration and litigation matters. In the mining sector, we provide strategic advice on a range of issues such as
project development/finance, environmental impact assessment, regulatory permitting, operational compliance,
closure planning and execution/financial assurance, aboriginal risk assessment and consultation.
MERGERS & ACQUISITIONS
Our Mergers & Acquisitions practice is widely regarded as the leading practice of its kind in Canada. With over
90 practitioners, our practice spans every industry and service business sector in Canada and the United States
and includes representation in transactions of every size, in particular large, complex, multi-jurisdictional
transactions where we provide sophisticated corporate law, securities, tax, capital markets, antitrust, litigation,
real estate and environmental expertise.
INFRASTRUCTURE/PUBLIC-PRIVATE PARTNERSHIPS
Our Infrastructure/Public-Private Partnerships practice encompasses a cross-disciplinary group of lawyers
experienced in all aspects of infrastructure, public-private partnerships and service delivery. We have worked
on some of the most significant projects in Canada and the United States, drawing from our firm’s transactional
focus to combine our core strengths in corporate/commercial, capital markets, project finance, infrastructure,
commercial real estate, environmental, taxation, and mergers & acquisitions. Our Infrastructure/Public-Private
Partnerships practice is supported by our Competition & Foreign Investment Review, Technology and Litigation
practices. Our expertise and experience in these areas, combined with our knowledge of a range of legislation
impacting various levels of government and public sector bodies, allows us to effectively and seamlessly
achieve our clients’ business objectives.
CAPITAL MARKETS
Davies is a leader in capital markets transactions with particular expertise in international and cross-border
transactions using the multi-jurisdictional disclosure system (MJDS). We assist Canadian, U.S. and foreign
issuers, underwriters, investors and other capital market participants with respect to domestic, cross-border
and foreign debt and equity financings, including IPOs and offerings of high-yield and investment-grade
debt, and a broad range of industries and issuers, including REITs and income trusts. We also have extensive
experience in the structuring and offering of innovative financing structures and products, derivatives and
rights offerings.
COMPETITION & FOREIGN INVESTMENT REVIEW
The Davies Competition & Foreign Investment Review practice is recognized for complex transactional work
and for game-changing competition litigation.
We act on high profile and complex merger, cartel and monopolization cases, as well as cutting-edge
competition litigation cases. We are counsel in a vast majority of the competition class action proceedings
in Canada, and counsel clients on advertising, marketing and distribution practices, as well as general
competition law compliance. Members of our group advise various levels of government, industry regulators,
and international governmental and non-governmental organizations. Our dynamic team, led by a former
Commissioner of Competition, includes several former members of the Competition Bureau.
LITIGATION
Our litigators in Toronto and Montréal have a proven track record of success acting in disputes of virtually
every description in trial and appellate courts throughout Canada, including on many occasions before the
Supreme Court of Canada, as well as before the Federal Court of Appeal and the Federal Court.
Our lawyers also appear as counsel before administrative and regulatory tribunals, as well as in private forums
involving arbitrations, mediations and other forms of alternative dispute resolution. Furthermore, our litigators
are experienced in dealing with cross-border and multijurisdictional disputes and in working closely with
counsel who are retained to act in other jurisdictions.
COMMERCIAL REAL ESTATE
Our Commercial Real Estate practice is consistently ranked in the top tier by Expert Guides’ The Best of the
Best, Lexpert, Chambers Global and Chambers Canada. The practice has extensive experience in transactions
involving the acquisition, disposition, financing, construction and development of complex properties and
portfolios of properties. This experience covers jurisdictions across Canada, the United States, and crossborder transactions. We also create public and private REITs. Our lawyers have been instrumental in the use of
private REITs in the United States as a mechanism for Canadian pension funds to acquire and hold real estate
in the United States on a tax efficient basis.
TORONTO
MONTRÉAL
NEW YORK
DAVIES WARD PHILLIPS & VINEBERG LLP
155 WELLINGTON STREET WEST
TORONTO ON CANADA M5V 3J7
DAVIES WARD PHILLIPS & VINEBERG LLP
1501 MCGILL COLLEGE AVENUE, 26TH FLOOR
MONTRÉAL QC CANADA H3A 3N9
DAVIES WARD PHILLIPS & VINEBERG LLP
900 THIRD AVENUE, 24TH FLOOR
NEW YORK NY U.S.A. 10022
TEL : +1 416.863.0900
TEL : +1 514.841.6400
TEL : +1 212.588.5500